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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

       Date of Report (Date of earliest event reported) -February 28, 1997


                             VALLEY NATIONAL BANCORP
               (Exact Name of Registrant as Specified in Charter)


                                   NEW JERSEY
                 (State or Other Jurisdiction of Incorporation)


                  0-11179                           22-2477875
           (Commission File Number)     (IRS Employer Identification No.)


                    1455 Valley Road, Wayne, New Jersey 07470
                    (Address of Principal Executive Offices)


                                 (201) 305-8800
                         (Registrant's Telephone Number)


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Item 5.  Other Events.

         Effective  as of the close of  business on February  28,  1997,  Valley
National  Bancorp  ("Valley")  consummated its previously  announced merger with
Midland  Bancorporation,  Inc.  ("Midland")  whereby Midland was merged with and
into Valley  pursuant to the  Agreement and Plan of Merger dated as of September
13, 1996 among Valley,  Valley  National  Bank ("VNB"),  Midland and The Midland
Bank and Trust  Company  (the  "Bank").  In  accordance  with a separate  merger
agreement,  the Bank merged with and into VNB  effective  on March 1, 1997.  The
merger increases Valley's asset size by 9 percent to $5.1 billion and its branch
network  to 95  offices.  As a  result  of the  Merger,  Midland's  shareholders
received  30 shares of Valley  common  stock for each  share of  Midland  common
stock.


Item 7.  Exhibits.

         99              Press Release dated February 28, 1997






                                   SIGNATURES

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  registration  has duly caused this report to be signed on its behalf by the
undersigned thereto duly authorized.


                                                     VALLEY NATIONAL BANCORP



Dated: March 11, 1997                           By: /S/ GERALD H. LIPKIN
                                                    ---------------------------
                                                    Gerald H. Lipkin
                                                    Chairman, President and CEO





                                INDEX TO EXHIBITS


         Exhibit No.                 Description

                  99                 Press Release dated February 28, 1997